<PAGE>
 
                                  FORM 10-Q/A

                         SECURITIES AND EXCHANGE COMMISSION
                               WASHINGTON, D.C.  20549


(Mark One)
(X)  QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     EXCHANGE ACT OF 1934

For the quarterly period ended      February 29, 1996
                                -------------------------
Commission File Number 1-6018
                      --------

                              TOKHEIM CORPORATION
                ------------------------------------------------------
                (Exact name of registrant as specified in its charter)


          INDIANA                                          35-0712500
-----------------------------------                    ------------------
(State or other jurisdiction of                        (I.R.S. Employer
incorporation or organization)                         Identification No.)


  10501 CORPORATE DR., FORT WAYNE, IN                           46845
----------------------------------------                      ----------
(Address of principal executive offices)                      (Zip Code)

(Registrant's telephone number including area code)  (219) 470-4600
                                                     --------------

                                NOT APPLICABLE
------------------------------------------------------------------------------
(Former name, former address, and former fiscal year if changed since last
report)

Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to
such filing requirements for the past 90 days.

Yes  X    No
    ---      ---
As of February 29, 1996, 7,938,588 shares of voting common stock were
outstanding.

In addition, 802,640 shares of convertible preferred stock were held by the
Retirement Savings Plan for Employees of Tokheim Corporation and Subsidiaries.

The exhibit index is located on page 6.

<PAGE>
 
                        PART I.  FINANCIAL INFORMATION

                              TOKHEIM CORPORATION
 
 
ITEM 1.  FINANCIAL STATEMENTS
 
CONSOLIDATED CONDENSED STATEMENT OF OPERATIONS
(AMOUNTS IN THOUSANDS EXCEPT AMOUNTS PER SHARE)

<TABLE> 
<CAPTION> 
                                                      Three Months Ended
                                                   --------------------------
                                                   February 29,  February 28,
                                                      1996           1995
                                                   --------------------------
<S>                                                  <C>           <C> 
NET SALES........................................     $49,548      $45,845
Cost of sales, exclusive of items listed below...      37,860       36,414
Selling, general and administrative expenses.....      10,982        9,234
Depreciation and amortization....................       1,070        1,161
Interest expense (net of interest income of
 $97 and $46 in 1996 and 1995, respectively).....         748          794
Foreign currency gains...........................        (290)        (178)
Other expense, net...............................           1          (67)
                                                      -------      ------- 
Loss before income taxes.........................        (823)      (1,513)
Income taxes.....................................        (155)        (150)
                                                      -------      -------  
NET LOSS.........................................     $  (668)     $(1,363)
                                                      =======      =======
Preferred stock dividends........................     $   389      $   401
 
Net loss applicable to common stock..............     $(1,057)     $(1,764)
 
Primary loss per common share:
  Net loss.......................................     $ (0.13)     $ (0.22)
                                                      =======      =======
  Weighted average shares outstanding............       7,937        7,852
</TABLE>

NOTES TO CONSOLIDATED CONDENSED FINANCIAL STATEMENTS

In the opinion of the Company, the accompanying unaudited consolidated condensed
financial statements contain all adjustments (consisting of only normal
recurring items) necessary to present fairly its financial position as of
February 29, 1996 and the results of operations and cash flows for the three-
month periods ended February 29, 1996 and February 28, 1995.

Amounts for interim periods are unaudited.  Amounts for the year ended November
30, 1995 were derived from audited financial statements included in the 1995
Annual Report to Stockholders.

Certain prior year amounts in these financial statements have been reclassified
to conform with current year presentation.

Fully diluted loss per share is considered to be the same as primary loss per
share, since the effect of certain potentially dilutive securities would be
antidilutive.
 
See financial statements and accompanying notes in the Company's 1995 Annual
Report.

                                       2
<PAGE>
 
CONSOLIDATED CONDENSED BALANCE SHEET
(IN THOUSANDS)

<TABLE> 
<CAPTION> 
                                                                                February 29,   November 30,
                                                                                    1996           1995     
                                                                                ------------   ------------
<S>                                                                            <C>            <C> 
ASSETS
Current assets:
Cash and cash equivalents.....................................................     $  4,501      $  2,966
Receivables, net..............................................................       32,619        45,649
Inventories:
  Raw materials and supplies..................................................        9,103         7,649
  Work in process.............................................................       25,972        25,535
  Finished goods..............................................................        5,682         4,911
                                                                                   --------      --------
                                                                                     40,757        38,095
  Less amount necessary to reduce certain
    inventories to LIFO method................................................        3,155         3,100
                                                                                   --------      --------
                                                                                     37,602        34,995
Prepaid expenses..............................................................        2,911         3,188
                                                                                   --------      --------
Total current assets..........................................................       77,633        86,798
Property, plant, and equipment, net...........................................       27,413        28,558
Other assets and deferred charges.............................................        6,662         5,876
                                                                                   --------      --------
Total assets..................................................................     $111,708      $121,232
                                                                                   ========      ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current liabilities:
Current maturities of long-term debt..........................................     $    327      $    351
Notes payable, banks..........................................................        3,167         2,364
Accounts payable..............................................................       14,313        18,689
Accrued expenses..............................................................       14,106        18,141
                                                                                   --------      --------
Total current liabilities.....................................................       31,913        39,545
Long-term debt................................................................       21,205        21,321
Guaranteed Employees' Stock Ownership
  Plan Obligation.............................................................       13,583        14,576
Postretirement benefit liability..............................................       14,096        13,882
Minimum pension liability.....................................................        3,868         3,868
Other long-term liabilities...................................................          110           110
Deferred income taxes.........................................................          739           807
                                                                                   --------      --------
                                                                                     85,514        94,109
                                                                                   --------      --------
Redeemable convertible preferred stock........................................       24,000        24,000
Guaranteed Employees' Stock Ownership
  Plan Obligation.............................................................      (13,280)      (13,790)
Treasury stock, at cost.......................................................       (3,934)       (3,784)
                                                                                   --------      --------
                                                                                      6,786         6,426
                                                                                   --------      --------

Common stock..................................................................       19,409        19,409
Guaranteed Employees' Stock Ownership
  Plan Obligation.............................................................         (303)         (786)
Minimum pension liability.....................................................       (3,868)       (3,868)
Foreign currency translation adjustments......................................       (4,272)       (3,542)
Retained earnings.............................................................        8,645         9,715
                                                                                   --------      --------
                                                                                     19,611        20,928
Treasury stock, at cost.......................................................         (203)         (231)
                                                                                   --------      --------
                                                                                     19,408        20,697
                                                                                   --------      --------
Total liabilities and stockholders' equity....................................     $111,708      $121,232
                                                                                   ========      ========
</TABLE> 

                                       3
<PAGE>
 
CONSOLIDATED CONDENSED STATEMENT OF CASH FLOWS
(IN THOUSANDS)

<TABLE> 
<CAPTION> 


                                                                                      Three Months Ended
                                                                                 ---------------------------
                                                                                 February 29,   February 28,
                                                                                     1996           1995
                                                                                 ------------   ------------
<S>                                                                              <C>            <C>      
CASH FLOWS FROM OPERATING ACTIVITIES:                                                                       
Net loss......................................................................      $  (668)       $(1,363)  
Adjustments to reconcile net loss to net cash                                                                
 provided from (used in) operations:                                                                         
   Depreciation and amortization..............................................        1,070          1,161   
   Gain on sale of property, plant, and equipment.............................          (27)           (40)  
   Deferred income taxes......................................................          (55)            --   
   Changes in assets and liabilities:                                                                        
    Receivables, net..........................................................       12,692            616   
    Inventories...............................................................       (2,800)        (2,059)  
    Prepaid expenses..........................................................          262         (1,143)  
    Accounts payable..........................................................       (4,170)         3,098   
    Accrued expenses..........................................................       (3,614)        (2,215)  
    U.S. and foreign income taxes.............................................         (177)          (141)  
    Other.....................................................................       (1,567)            33   
                                                                                    -------        -------
Net cash provided from (used in) operations...................................          946         (2,053)  
                                                                                    -------        -------
CASH FLOWS FROM INVESTING AND OTHER ACTIVITIES:                                                              
Plant and equipment additions.................................................         (787)        (1,948)  
Proceeds from sale of property, plant, and equipment..........................          850             60 
                                                                                    -------        -------  
Net cash provided from (used in) investing and                                                               
 other activities.............................................................           63         (1,888)  
                                                                                    -------        -------
CASH FLOWS FROM FINANCING ACTIVITIES:                                                                        
Increase in term debt.........................................................          230            310   
Increase in notes payable, banks..............................................          848            236   
Treasury stock, net...........................................................         (139)           168   
Preferred stock dividends.....................................................         (389)          (401)  
                                                                                    -------        -------
Net cash provided from financing activities...................................          550            313   
                                                                                    -------        -------
EFFECT OF TRANSLATION ADJUSTMENT ON CASH......................................          (24)            14   
                                                                                                             
CASH AND CASH EQUIVALENTS:                                                                                   
Increase (decrease) in cash...................................................        1,535         (3,614)  
Beginning of year.............................................................        2,966          3,933
                                                                                    -------        -------   
End of period.................................................................      $ 4,501        $   319
                                                                                    =======        =======
</TABLE>   
           
                                       4
<PAGE>
 
ITEM 2.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND
         RESULTS OF OPERATIONS

TO OUR STOCKHOLDERS:  Our sharply narrowed fiscal 1996 first quarter loss puts
us squarely on the path for the fourth consecutive year of improved operating
performance.  This improving trend was recently acknowledged by Dunn &
Bradstreet's reinstating its credit quality rating of the Company with a 4A2
designation.

SALES:  Sales for the first quarter were $49,548,000, approximately 8% above
sales for the year ago period of $45,845,000.  The sales increase is
attributable principally to the continued effects of successful new product
introductions and the expansion in the number of point-of-sale networks served.

EARNINGS:  The Company incurred a reduced net loss of $668,000 or $0.13 per
common share, a significant improvement over the net loss of $1,363,000 or $.22
per common share reported in the year-ago first quarter period, which is
traditionally a seasonal low point for the industry.

COSTS AND EXPENSES:  Cost of goods sold as a percent of sales for the three-
month period decreased 3 percentage points relative to 1995, yielding a higher
operating margin primarily due to higher sales volumes, actions taken to improve
the Company's cost structure and a favorable product sales mix. Selling,
general, and administrative expenses as a percentage of sales were 2 percentage
points higher than the comparable 1995 period. Net interest expense was slightly
lower than the prior year due to interest income earned on higher cash balances
during the 1996 first quarter. Amortization of debt restructuring expense
included in interest expense was $134,000 and $158,000 in 1995 and 1994,
respectively.

OTHER:  Cash provided from operations for the quarter ended February 29, 1996
was $946,000 versus $2,053,000 used in operations during the prior year first
quarter, a $3,000,000 positive swing in period cash flow.  The improvement is
mainly attributable to the collection of receivables related to the previous
quarter's record sales levels.  Net cash provided from investing and other
activities was $63,000 in 1996, representing capital expenditures of $787,000
offset by $850,000 of proceeds primarily from the sale of an office building
that had been idled by our European realignment.  The net cash used in
investing and other activities in the 1995 first quarter of $1,888,000 was
primarily for capital expenditures.  Net cash provided from financing
activities of $550,000 resulted from increases in short-term obligations,
offset by payment of preferred stock dividends.

DIVIDENDS:  No cash dividends on common stock were declared during the period.

OTHER DEVELOPMENTS:   We believe the underlying strong trends of the last year,
which continued into our fiscal 1996 first quarter will continue as the year
progresses.  In 1996, we are continuing implementation of our strategic growth
plan with a focus on development of innovative new products and programs to
better serve our customers, further development of our worldwide service and
support networks, penetration of new and emerging international markets and
further strengthening of our domestic distribution network.

As an example of our progress toward these goals, our new Windows(R) PC-Based
Columbus Point-of-Sale (POS) system has generated a tremendous amount of
interest from several customers, and was featured on the cover of the March
issue of NATIONAL PETROLEUM NEWS.  Further, we are committed to having 20 POS
credit networks approved on the Ruby system by year-end covering virtually the
entire major oil company markets, compared to 15 at 1995 year-end and none at
the beginning of that year. Similarly, our Washington, Indiana plant recently
received ISO 9000 certification moving us one step closer to our goal of
company-wide certification to that standard.  We are also currently preparing
our facilities for several significant capital improvement programs aimed at
further improving our production cycle times and costs, making us more
competitive in our pursuit of major domestic and international customers.

                                       5
<PAGE>
 
                          PART II.  OTHER INFORMATION

ITEM 6.  EXHIBITS AND REPORTS ON FORM 8-K

(a)  Exhibits:
<TABLE> 
<CAPTION>
  EXHIBIT
  NUMBER                             DESCRIPTION
  -------                            -----------
 <C>       <S>                                                              <C>
  3.1      Restated Articles of Incorporation of the Registrant, as filed
           with the Indiana Secretary of State on August 17, 1990 (incor-
           porated by reference to the Registrant's 10-K/A, for the year 
           ended November 30, 1995, filed November 20, 1996).

  3.2      Bylaws of the Registrant, as restated on July 12, 1995 (incor-
           porated by reference to the Registrant's 10-K/A, for the year
           ended November 30, 1995, filed November 20, 1996).

  4        Rights Agreement, dated as of January 28, 1987, between the
           Registrant and Harris Trust and Savings Bank, as Rights Agent
           (incorporated by reference to the Registrant's Registration
           Statement on Form 8-A, File No. 1-6018, dated February 10,
           1987).

 10.1      Tokheim Corporation 1992 Stock Incentive Plan, established 
           December 15, 1992 (incorporated by reference to the Registrant's
           Registration Statement on Form S-8, File No. 33-52167, dated
           February 4, 1994).

 10.2      Retirement Savings Plan for Employees of Tokheim Corporation
           and Subsidiaries (incorporated by reference to Amendment No. 1
           to the Registrant's Registration Statement on Form S-8, File
           No. 33-29710, dated August 1, 1989).

 10.3      Tokheim Corporation 1996 Key Management Incentive Bonus Plan.

 10.4      Employment Agreement, dated September 22, 1995, between the
           Registrant and Douglas K. Pinner (incorporated by reference to
           the Registrant's 10-K/A, for the year ended November 30, 1995, 
           filed November 20, 1996).

 10.5      Employment Agreement, dated September 22, 1995, between the
           Registrant and Terry M. Fulmer (incorporated by reference to
           the Registrant's 10-K/A, for the year ended November 30, 1995, 
           filed November 20, 1996).

 11        Statement re:  Computation of Per Share Earnings.

 27        Financial Data Schedule
</TABLE>
 
(b)  Reports on Form 8-K - None.

                                       6
<PAGE>
 
                                  SIGNATURES



Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.



                                                    TOKHEIM CORPORATION
                                                   --------------------------  


 
Date: November 20, 1996                             DOUGLAS K. PINNER
     ------------------                            --------------------------
                                                    Chairman of the Board,
                                                    President and Chief
                                                    Executive Officer and 
                                                    Director




 
Date: November 20, 1996                             JOHN A. NEGOVETICH
     ------------------                            --------------------------
                                                    President, Tokheim, North
                                                    America and Acting
                                                    Chief Financial Officer

                                       7
<PAGE>
 
                                 EXHIBIT INDEX

<TABLE> 
<CAPTION>
  EXHIBIT
  NUMBER                             DESCRIPTION
  -------                            -----------
 <C>       <S>                                                              <C>
  3.1      Restated Articles of Incorporation of the Registrant, as filed
           with the Indiana Secretary of State on August 17, 1990 (incor-
           porated by reference to the Registrant's 10-K/A, for the year 
           ended November 30, 1995, filed November 20, 1996).

  3.2      Bylaws of the Registrant, as restated on July 12, 1995 (incor-
           porated by reference to the Registrant's 10-K/A, for the year
           ended November 30, 1995, filed November 20, 1996).

  4        Rights Agreement, dated as of January 28, 1987, between the
           Registrant and Harris Trust and Savings Bank, as Rights Agent
           (incorporated by reference to the Registrant's Registration
           Statement on Form 8-A, File No. 1-6018, dated February 10,
           1987).

 10.1      Tokheim Corporation 1992 Stock Incentive Plan, established 
           December 15, 1992 (incorporated by reference to the Registrant's
           Registration Statement on Form S-8, File No. 33-52167, dated
           February 4, 1994).

 10.2      Retirement Savings Plan for Employees of Tokheim Corporation
           and Subsidiaries (incorporated by reference to Amendment No. 1
           to the Registrant's Registration Statement on Form S-8, File
           No. 33-29710, dated August 1, 1989).

 10.3      Tokheim Corporation 1996 Key Management Incentive Bonus Plan.

 10.4      Employment Agreement, dated September 22, 1995, between the
           Registrant and Douglas K. Pinner (incorporated by reference to
           the Registrant's 10-K/A, for the year ended November 30, 1995, 
           filed November 20, 1996).

 10.5      Employment Agreement, dated September 22, 1995, between the
           Registrant and Terry M. Fulmer (incorporated by reference to
           the Registrant's 10-K/A, for the year ended November 30, 1995, 
           filed November 20, 1996).

 11        Statement re:  Computation of Per Share Earnings.

 27        Financial Data Schedule
</TABLE>